Form 8-K/A

8-K/A — Limitless X Holdings Inc.

Accession: 0001493152-26-027429

Filed: 2026-06-05

Period: 2025-09-30

CIK: 0001803977

SIC: 7990 (SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION)

Item: Unregistered Sales of Equity Securities

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K/A — form8-ka.htm (Primary)

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K/A

Amendment

No. 1

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities

Exchange Act of 1934

September

30, 2025

Date

of Report (Date of earliest event reported)

Limitless

X Holdings Inc.

(Exact

name of registrant as specified in its charter)

Delaware

000-56453

81-1034163

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

9777

Wilshire Blvd., Suite 400,

Beverly

Hills, CA

90212

(Address

of principal executive offices)

(Zip

Code)

(855)

413-7030

Registrant’s

telephone number, including area code

Check

the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of

the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

N/A

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Explanatory

Note

This

Current Report on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed by Limitless X Holdings Inc.

(the “Company”) with the Securities and Exchange Commission on October 7, 2025 (the “Original Filing”). The purpose

of this Amendment is to include information that was inadvertently omitted from the Original Filing regarding certain issuances of common

stock to executive officers of the Company. This Amendment should be read in conjunction with the October 7 Filing and is hereby incorporated

therein by reference.

Except

as expressly set forth herein, this Amendment does not modify or update any other disclosures contained in the Original Filing. The Original

Form 8-K and the Amendment should be read together.

Item

3.02 Unregistered Sales of Equity Securities

Officer

Stock Issuances

Effective

as of September 30, 2025, the board of directors (the “Board”) of the Company issued an aggregate of 1,046,834 shares of

its common stock to its executive officers in consideration for accrued compensation owed to such officers in connection with services

rendered as executive officers of the Company from January 1, 2025 through September 30, 2025. The number of shares issued to each officer

was calculated using a price of $1.21 per share. The shares were issued as follows: (a) to Jaspreet Mathur, the Company’s Chief

Executive Officer, 654,270 shares of the Company’s common stock, the equivalent of $791,666.70 in accrued compensation; (b) to

Rob Cucher, the Company’s Vice President of Legal Affairs, 163,567 shares of the Company’s common stock, the equivalent of

$197,916.07 in accrued compensation; (c) to Danielle Young, the Company’s Chief Operating Officer, 130,857 shares of the Company’s

common stock, the equivalent of $158,336.97 in accrued compensation; and (d) to Benjamin Chung, the Company’s Chief Financial Officer,

98,140 shares of the Company’s common stock, the equivalent of $118,749.40 in accrued compensation. The shares of the Company’s

common stock issued to each officer are “restricted securities” as defined in Rule 144 under the Securities Act and are subject

to restrictions on transfer and sale under applicable state and federal securities laws. The issuance of the shares was exempt from registration

under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof, as the shares were

issued to a limited number of persons who were executive officers of the Company and had access to information about the Company.

Item

5.02 Compensatory Arrangements of Certain Officers

The

information disclosed in Item 3.02 is hereby incorporated by reference into this Item 5.02 to the extent necessary.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibit

10.1

Form of Wage Release Agreement between the Company and the Executives

104

Cover

Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the

undersigned hereunto duly authorized.

Limitless

X Holdings Inc.

Date:

June 4, 2026

By:

/s/

Jaspreet Mathur

Name:

Jaspreet

Mathur

Title:

Chief

Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

FORM

OF SETTLEMENT AGREEMENT AND RELEASE

OF CLAIMS

This

Settlement Agreement and Release of Claims (“Agreement”) is entered into by and between Limitless X, Inc. (“the

Company”) and __________ , an employee of Company (“Employee”).

E C I T A L S

Employee has raised concerns that the Company owes Employee salary, which amounts are disputed;

Employee and the Company desire to avoid any disputes or claims arising out of Employee’s claims against the Company (the “Dispute”)

and;

Employee and the Company desire to compromise, settle and release these and all other claims, whether known or unknown, arising out of

the Dispute.

consideration of the mutual covenants and promises herein contained, and to avoid the unpredictability of litigation, it is hereby agreed

by and between the parties as follows:

Payments. As full and complete consideration for Employee’s signature on this Agreement, Employee shall receive the following:

Issuance

of ________ shares (“Shares”) of the Company’s common stock, the equivalent of ($_________) (the “Settlement

Payment”). Employee acknowledges that this Settlement Payment is above-and-beyond any prior or deferred wages due to Employee

under Company’s policies, and is being provided to Employee in exchange for this Agreement. Employee acknowledges that the Shares

constitute “restricted securities” as defined in Rule 144 under the Securities Act of 1933, as amended and are subject to

restrictions on transfer and sale under appliable state and federal securities laws. Employee represents that he is acquiring the Shares

for investment purposes and not with any present view toward resale, transfer or other disposition of the Shares. Employee acknowledges

that he certificates representing the Shares will bear a restrictive Rule 144 Legend (or stop transfer instructions if issued in book

entry form).

Employee

hereby warrants, represents and agrees that the Settlement Payment will constitute full and complete consideration for Employee’s

execution of this Agreement and resolution of any and all issues related to Employee’s employment with Company through the Effective

Date and that no payments, costs, expenses or other compensation of any kind or nature whatsoever will be paid to Employee in connection

therewith other than the Settlement Payment.

Indemnification. Employee agrees to indemnify, hold harmless, and defend Company and Company’s members, officers, directors,

present or former employees, administrators, agents and assigns against any and all claims or liabilities that may be asserted by any

governmental agency (including but not limited to any local, state, or federal taxing authority or agency) with respect to any local,

state, or federal taxes that may be required as a result of such Settlement Payment. This indemnity will continue in full force and effect

for so long as any governmental agency can or may assert such a claim against Company.

No Admission of Liability. Employee and Company each hereby acknowledges that the foregoing consideration does not constitute

an admission of liability, express or implied, on the part of Company or any of the Released Parties (as defined below in paragraph 6(a))

with respect to any fact or matter that may be involved in the Dispute. Employee acknowledges that Company denies that it or any of its

employees, officers, directors, and/or agents ever acted toward Employee or any other individual in a manner which would constitute a

violation of any constitutional, statutory, or common law right, whether under state or federal law. Employee further acknowledges that

Company is providing Employee with the Settlement Payment solely for the purpose of resolving all the issues which are the subject of

the Dispute.

No Workers’ Compensation Claim. Employee represents that Employee has not filed a claim for workers’ compensation

benefits and has no known occupational injury or illness.

No Pending Litigation. Employee hereby represents that there is no pending action filed in any court of law against Company or

Release Parties in connection with Employee’s employment with Company, and that there is no pending charge or complaint filed with

any state, federal, or local agency, including but not limited to the Equal Employment Opportunity Commission, the Department of Fair

Employment and Housing, the Department of Labor, the California Labor Commissioner, and/or the Department of Labor Standards Enforcement.

General Release. Employee (for Employee, Employee’s heirs, administrators, executors, agents and assigns) does hereby forever

release, waive, discharge and covenant not to sue Company, and/or any related entity, and/or each of their respective current or former

predecessors, successors, parent entities, owners, subsidiaries, members, officers, directors, partners, trustees, shareholders, attorneys,

insurers and reinsurers, employees and/or former employees, representatives, agents and assigns, and their respective current and former

parent companies, subsidiaries and other affiliated companies as well as any of their respective current and former insurers, directors,

officers, agents, shareholders, and employees (collectively the “Released Parties”), with respect to any and all claims,

assertions of claims, debts, demands, actions, suits, expenses, attorneys’ fees, costs, damages and liabilities of any nature,

type and description, known or unknown, arising out of any fact or matter in any way connected with the Dispute, Employee’s employment,

and/or prior contractor relationship with Company, if applicable.

This

release specifically includes (but is not limited to) any claims under any foreign national, federal, state or local employment, wrongful

dismissal, fair employment practices, tort claims, contract claims, civil rights or any other laws or regulations, including, but not

limited to, the California Constitution, the California Labor Code (including but not limited to Sections 132a and 4553), the California

Fair Employment & Housing Act, the California Government Code, the California Civil Code, the California Penal Code, Age Discrimination

in Employment Act, the Older Workers Benefit Protection Act, the Worker Adjustment and Retraining Notification Act, Title VII of the

Civil Rights Act, the Employee Retirement Income Security Act, the Civil Rights Act, the Equal Pay Act, the Americans with Disabilities

Act, the United States Constitution, and/or any other local, state, or federal law governing discrimination in employment and/or the

payment of wages and benefits.

This

release will apply to all known, unknown, suspected, unsuspected, anticipated, and unanticipated claims, liens, injuries and damages,

including, but not limited to, claims arising out of or relating to Employee’s employment relationship with Company, including,

without limitation, claims sounding in tort or contract, claims for compensation, benefits or other remuneration, or for attorneys’

fees, costs or disbursements, claims for physical and/or emotional distress or injuries, and claims based upon any other duty or obligation

of any kind or description, whether arising in law, under statute, or in equity, which can lawfully be released under federal and state

law. This release does not affect any legal rights that Employee may have that arise after Employee has signed the Agreement.

Employee

understands and for valuable consideration hereby expressly waives all of the rights and benefits of Section 1542 of the California Civil

Code, which section reads as follows:

general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor

at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the

debtor or released party.

Consideration and Revocation Period. Employee acknowledges with Employee’s signature on this Agreement that Employee has

had at least 21 days within which to consider this Agreement and its consequences, or that Employee has been advised of Employee’s

right to that 21-day period and has voluntarily waived that 21-day period. Employee further acknowledges that Employee has been advised

that Employee has seven (7) days after Employee’s execution of this Agreement to revoke it. Any such revocation must be in writing

and delivered to a company execuitve. Employee further acknowledges that Employee has read this Agreement in its entirety and that Employee

fully understands all of the terms and conditions contained herein. Employee further acknowledges that Employee is entering into this

Agreement knowingly, voluntarily and of Employee’s own free will, and has been advised to consult with an attorney. Notwithstanding

any other provision of the Agreement, the parties agree that the Agreement will not be interpreted as a waiver of any claims Employee

may have against the Company under the Age Discrimination in Employment Act (“ADEA”) arising after the Effective date

of the Agreement, which shall be the 8th day after Employee signs this Agreement without revocation.

Confidentiality. To the extent permissible under applicable law, Employee agrees that the existence of this Agreement and the

terms of this Agreement, including, without limitation, the Settlement Payment and the amount of the Settlement Payment are absolutely

confidential. Employee agrees Employee will not: (i) communicate or disclose in any way to any individual (including present and former

employees of Company) the existence of and/or the amount of the Settlement Payment made by Company; (ii) give any indication of the amount

of the Settlement Payment; or (iii) voluntarily (where not compelled by legal process by a court or government agency) testify against

Company. Employee may communicate the terms and conditions of this Agreement only: (A) to those rendering financial or legal advice

to Employee and having a bona fide need to know such terms and conditions (collectively “Advisors”); (B) to government

agencies for tax purposes (such as the IRS and the Franchise Tax Board); (C) when compelled by legal process by a court or governmental

agency; or (D) to Employee’s spouse; provided, however, that Employee will advise any such individuals beforehand of the existence

of Employee’s confidentiality obligations under this Agreement and the recipient’s corresponding obligations to comply therewith.

Any violation of this confidentiality requirement by the individuals within groups 8(a)(A) and (D) will be treated as a violation of

this Agreement by Employee.

Non-Disparagement/Litigation Assistance. To the extent allowable under applicable law (and without regard to Employee’s

rights under the National Labor Relations Act), Employee agrees: (a) not to further disclose the substance of any allegations Employee

may have against Company to anyone; (b) to refrain from any disparagement of Company and any Released Parties; and (c) not to assist

in the prosecution of litigation against Company or any Released Parties except as compelled by legal process by a court or government

agency. Employee further agrees not to commence, maintain, prosecute or participate in (except as may be required by law, pursuant to

court order, or in response to a valid subpoena) any action, charge, complaint, or proceeding of any kind (on Employee’s own behalf

and/or on behalf of any other person or entity and/or on behalf of or as a member of any alleged class or representative body of persons)

in any court, or before any administrative or investigative body or agency (whether public, quasi-public or private) against Company

or any Released Parties with respect to any act, omission, transaction or occurrence arising out of the Dispute. To the extent Employee

is permitted by law to exercise rights in a government agency form, by signing this Agreement, Employee understands that Employee is

waiving Employee’s right to receive monetary relief based on claims asserted in any such agency proceeding, except where such a

waiver is prohibited, such as Employee’s right to receive an award for information provided to any government agencies. Nothing

in this agreement prevents you from discussing or disclosing information about unlawful acts in the workplace, such as harassment or

discrimination or any other conduct that you have reason to believe is unlawful.

10.

Arbitration. The parties agree to resolve any disputes that they may have with each other regarding the validity, interpretation,

or effect of this Agreement or any alleged violations of it, through final and binding arbitration. The arbitration will take

place under the JAMS employment arbitration rules and procedures in Los Angeles, California before an experienced employment arbitrator

licensed to practice law in California who has been selected in accordance with such rules, and who has no conflict of interest with

either party or either party’s attorney. The arbitrator may not modify or change this Agreement in any way. All out-of-pocket costs

of the arbitration, including the fees of the arbitrator, the costs of any record or transcript of the arbitration, administrative fees,

and other fees and costs will be paid in equal shares by Employee and Company prior to the arbitration. Employee and Company agree that

the prevailing party at the arbitration will be entitled to all reasonable costs and attorneys’ fees incurred in enforcing any

of the terms, conditions, or provisions hereof.

11.

Voluntary Agreement. Each party expressly declares and represents that it has read and understood the meaning of the terms and

conditions contained in this Agreement, and that such party has had the opportunity to consult with legal counsel prior to executing

this Agreement. Each party further declares and represents that it fully understands the content and effect of this Agreement and that

such party approves and accepts the terms and conditions contained herein, and that this Agreement is executed freely and voluntarily

without coercion and with approval of counsel.

12.

Use of Agreement. Employee and Company agree that this Agreement may be used as evidence in a subsequent proceeding in which either

of the parties allege a breach of this Agreement.

13.

Attorneys’ Fees. Employee and Company agree that if any action is brought to enforce the terms, conditions and provisions

of this Agreement, the prevailing party will be entitled to all reasonable costs and attorneys’ fees incurred in enforcing any

of the terms, conditions and provisions hereof except as prohibited under applicable law.

14.

Headings. The headings contained in this Agreement have been inserted for identification and reference purposes only and will

not be used in the construction or interpretation of this Agreement.

15.

Severability. If any provision or provisions of this Agreement will be held invalid, illegal or unenforceable, the validity, legality

and/or enforceability of the remaining provisions will not in any way be affected or impaired thereby. If any terms or sections of this

Agreement are determined to be unenforceable, they will be modified so that the unenforceable term or section is enforceable to the greatest

extent possible.

16.

California Law. This Agreement will be governed by and construed under the laws of the State of California without reference to

principles of choice of law thereof.

17.

Entire Agreement. This Agreement and its exhibits constitute the entire Agreement between Employee and Company, except the Confidentiality

Agreement signed by Employee upon hire. Company has made no promises to Employee other than those contained in this Agreement.

18.

Modification of Agreement. No modification or waiver of any provision of this Agreement will be valid unless in writing and signed

by Employee and an officer of Company.

19.

Counterparts/By Facsimile/PDF. This Agreement may be executed in any number of counterparts, each of which shall be deemed an

original, and all of which, when taken together, shall constitute one in the same instrument. Facsimile copies, scanned copies and/or

photocopies of signatures shall be deemed valid as originals. Accordingly, such reproductions of original signatures by any reliable

means shall be given the same legal weight and effect as original signatures, and the parties waive any rights they may have to object

to such treatment.

WITNESS WHEREOF, the parties hereto have executed this Agreement (consisting of 19 paragraphs) as of the dates listed below. This

Agreement will expire 21 days after Employee receives this Agreement if not signed and returned to Danielle Young, Chief Operating Officer.

LIMITLESS

X, INC.

By:

Title:

Dated:

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Sep. 30, 2025

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Amendment Description

Amendment

No. 1

Document Period End Date

Sep. 30, 2025

Entity File Number

000-56453

Entity Registrant Name

Limitless

X Holdings Inc.

Entity Central Index Key

0001803977

Entity Tax Identification Number

81-1034163

Entity Incorporation, State or Country Code

Entity Address, Address Line One

9777

Wilshire Blvd.

Entity Address, Address Line Two

Suite 400

Entity Address, City or Town

Beverly

Hills

Entity Address, State or Province

Entity Address, Postal Zip Code

90212

City Area Code

(855)

Local Phone Number

413-7030

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false

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